Wholesale food supplier Goodman Fielder has received what it calls an 'opportunistic' takeover offer following a profit downgrade and the warning of further write-downs.

The offer came over the weekend from Singapore-based agribusiness Wilmar International, which holds 10.1 per cent in Goodman Fiedler, and Hong Kong-based investment manager First Pacific Company, proposing to acquire all shares on issue at a price of 65¢ a share.

Shares in Goodman Fielder, which owns such brands as Helga's, Meadow Lea and Praise, have fallen 19.7 per cent this year, with the share price lagging at 55¢. The takeover offer values the company at $1.27 billion, above the current market cap of $1.08 billion.

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"The board believes that the current proposal materially undervalues Goodman Fielder and is opportunistic.

The board has advised Wilmar and First Pacific accordingly," Goodman Fielder said in a statement to the Australian Securities Exchange.

The takeover offer is non-binding and "highly conditional". Wilmar and First Pacific have requested exclusivity in relation to the proposal.

Earlier this year, the company reported a $64.8 million loss in the first half of the 2014 financial year, but had forecast improved earnings in the second half.

However, in April, Goodman Fiedler downgraded full-year profit by $27 million and warned it expected further write-downs in the near future.

The problems for Goodman Fielder have been ongoing, having written off more than $250 million in restructuring costs, losses from sales of underperforming businesses and asset impairment in the last three years.